Munoth Financial Services Ltd Directors Report

DIRECTORS REPORT

To The Shareholders

Your Directors have pleasure in presenting their Thirty Fourth Annual Report together with the Audited Accounts for the year ended March 31,2025.

FINANCIAL RESULTS:

Particulars	2024-2025	2023-2024
	Rs.in ‘000	Rs. in ‘000
Revenue from operations	5711.49	4,926.37
Other Income	116.26	5663.30
Total Expenses	8565.42	8370.28
Profit or (Loss) before exceptional items and tax	(2737.66)	2219.38
Less: Exceptional items	-	-
Profit or (Loss) after Exceptional items and before tax Expenses	(2737.66)	2219.38
Less: Tax Expenses (Current & Deferred)	865.28	328.64
Profit/(Loss) for the year	(3602.94)	1890.74
Change in fair value of equity instruments	2090.45	1215.54
Re-measurement of Post Employment defined benefit plan	581.09	24.24
Total other Comprehensive Income for the year	2671.54	1239.78
Income tax relating to items that will not be
Reclassified to Profit or loss	672.43	-
Other Comprehensive income, net of tax	1999.11	1239.78
Total Comprehensive Income for the period	(1603.82)	3130.52
Earnings Per Share
- Basic Earning per Share	(0.70)	0.37
- Diluted Earning per Share	(0.70)	0.37

REVIEW OF BUSINESS OPERATIONS:

During the financial year 2024-25, the Companys total revenue from operations has increased to INR 57.11 Lakhs from INR 49.26 Lakhs in the previous financial year.

The Company has made a loss of INR 36.03 Lakhs in the current financial year as against a profit of INR 18.90 Lakhs in the last financial year.

Stock Broking:

Income from stock broking operations has increased to INR 47.54 Lakhs from INR 37.79 Lakhs in the previous financial year.

The Company provides institutional broking business and is empanelled with public sector banks and insurance companies.

Depository participant:

As a Depository Participant the company offers facilities to both institutional and retail investors to maintain their investments in securities in electronic form. Income from Depository operations has decreased to INR 5.58 Lakhs from INR 5.59 Lakhs in the previous financial year.

Merchant Banking & Portfolio Management Services:

The company has made application to SEBI for surrender of PMS registration.

The Companys MBD division is providing valuation services in accordance with the requirement of the various acts/statutory requirements.

Income from Merchant Banking & Portfolio advisory services has decreased to INR 4 Lakhs as against INR 5.88 Lakhs in the previous year.

FUTURE PROSPECTS

The company will continue to focus on Investment Banking and Institutional Broking business.

INDIAN ACCOUNTING STANDARDS (IND AS)

The Ministry of Corporate Affairs (MCA) on February 15, 2015 notified that Indian Accounting Standards (Ind AS) are applicable to certain classes of companies .Ind As has replaced the previous Indian GAAP as per the Companies Indian Accounting Standards) Rules, 2015 notified under Section 133 of Companies 2013, (the ‘Act) and other relevant provisions of the Act. The financial statements for the year ended March 31,2018 are the first financial statements the Company has prepared in accordance with Ind AS with the date of transition as April 1,2016.

DIVIDEND:

The Board of Directors has decided not to recommend any dividend.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The provisions of Section 125(2) of the companies Act, 2013 do not apply as there was no dividend declared and paid last year.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COM PANY WHICH HAS OCCURRED BETWEEN 31 ST MARCH 2025 ( THE END OF THE FINANCIAL YEAR) and 30^th MAY, 2025 (THE DATE OF REPORT)

There were no material changes and commitments affecting the financial position of the company between March 31,2025 (the end of the financial year) and May 30, 2025 (the date of the report).

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO.

The Company has no activities relating to conservation of energy, technology absorption, foreign exchange earnings and outgo and hence the provisions of Section 134(m) of the Companies Act, 2013 is not applicable to the Company.

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:

The Risk Management Committee of the Company continuously monitors business and operations risk through an efficient risk management system.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable for the financial year 2024-25.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The Company has not provided working capital loan, Guarantee or provided security. The details of investments made by the company are given in the notes to the financial statements.

NUM BER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

The Company has conducted 4 Board meetings during the financial year under review. The board is presented with all the relevant information well in advance before each meeting on various matters affecting the working of the company and the Directors have separate and independent access to senior management at all times The Board meetings were held on May 29, 2024, August 13, 2024, November 13, 2024 and February 13, 2025.

AUDIT COMMITTEE:

The Audit Committee has Ms. Lakshika Mehta ( Chairman), Mr. Sakthivelmurugan Masagounder and Mr. Jaswant Munoth as Members. All the recommendations made by the Audit Committee were accepted by the Board.

NOMINATION AND REMUNERATION COMMITTEE:

The Remuneration Committee has Mr. Sakthivelmurugan Masagounder (Chairman), Ms. Lakshika Mehta and Mr. Jaswant Munoth as Members. The committee is vested with all necessary powers and authority to determine and recommend the remuneration payable to Executive Directors.

COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARE OF THEIR DUTIES:

The Companys Policy relating to appointment of Directors, payment of managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished as Annexure 1 and is attached to this report.

SHAREHOLDERS RELATIONSHIP COMMITTEE:

Pursuant to Companies Act 2013, the Board of Directors had reconstituted Shareholders/ Investor Grievance Committee with the new name Shareholders relationship committee. The committee specifically looks into the shareholders and investors complaints on matters relating to transfer of shares, nonreceipt of annual report etc. In addition, the committee also oversees the share transfers.

The Committee has Ms. Lakshika Mehta (Chairman), Mr. Sakthivelmurugan Masagounder and Mr. Jaswant Munoth as Members

The chairperson or the shareholder authorized by him of each of the committees constituted under Section 178 attended the general meeting of the Company.

EVALUATION:

The aspects covered in the evaluation included the contribution made by the Directors to the corporate governance practices, long term strategic planning, fulfillment of Directors obligations and fiduciary responsibilities and active participation at the Board and Committee meetings. The effectiveness of Board/Committee processes were assessed based on the Directors inputs received during the meetings of the Board and one to one meeting by the Chairman with the Directors.

EXTRACT OF ANNUAL RETURN:

The Extract of Annual return as on March 31,2025 as per the amendment though MCA Circular dated 24/08/2020 is available in the weblink www.munothfinancial.com

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as stipulated under 34(2)(e) of SEBI(LODR) Regulations is presented in separate section forming part of the Annual Report as Annexure 2

DIRECTORS RESPONSIBILITY STATEMENT:

As required in Clause (c) of Sub- Section (3) of Section 134 of the Companies Act, 2013, your Director confirms and state that

a) In the preparation of the annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures.

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the close of the financial year ended 31st March 2025 and of the Profit/Loss of the company for the year ended 31st March 2025.

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The Directors have prepared the annual accounts on a going concern basis.

e) The Directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DEPOSITS:

The Company has not accepted any public deposits and, as such, no amount on account of principal or interest on public deposits was outstanding as on the date of balance sheet.

DIRECTORS AND KMP

Appointment of Independent Directors

**Mr. C R Sasi and Ms. Mansi Chopra are appointed as additional Directors in the board meeting held on 14/08/2025 and 29/08/2025 respectively and their regularisation as Independent Directors for the period of 5 years is subject to the approval of shareholders in the 34^th AGM. The brief profile of Directors and their functional expertise is given in the explanatory statement annexed to the notice of 34^th AGM.

Re appointment of Directors retiring by rotation

Pursuant to Section 152 of the Companies Act, 2013, Mr. Vikas Munoth and Mr. Lalchand Munoth retire by rotation and being eligble offers themselves for reappointment

Information pursuant to Regulation 36(3) of SEBI (LODR) Regulations for Directors retiring by rotation and being eligible offers themselves for reappointment

1. Brief resume of Mr. Vikas Munoth and nature of his expertise in specific areas.

Mr. Vikas Munoth is retiring by rotation at this Annual General Meeting and being eligible offers himself of reappointment

Mr. Vikas Munoth, aged 48 years (Date of Birth : 26/03/1977) holds a Bachelor Degree in Commerce and holds a post-graduate diploma in Business Management specializing in Finance and Marketing. He is also a Chartered Financial Analyst and specialises in fundamental and technical analysis. He has extensive years of experience and knowledge in the field of Capital Markets. He is also the Nominee Director of Tirupati Electronics Manufacturing Cluster Limited, Director of Munoth Communication Limited , Munoth Lithium Battery Private Limited and Managing Director Munoth Industries Limited.

As on March 31,2025, his shareholding in the Company is 10,14,500 shares and has no shares held by/ for other persons on a beneficial basis.

He has attended all the 4 board meetings held on May 29, 2024, August 13, 2024, November 13, 2024 and February 13, 2025.

Disclosure of relationships between directors inter-se: Mr. Lalchand Munoth is the father of Mr. Vikas Munoth and Mr. Bharat Munoth& Mr. Jaswant Munoth are brothers of Mr. Vikas Munoth.

2. Brief resume of Mr. Lalchand Munoth and nature of his expertise in specific areas.

Mr. Lalchand Munoth is retiring by rotation at his Annual General Meeting and being eligible offers himself for reappointment. Mr. Lalchand Munoth, aged 87 years (DOB: 05/12/1938) holds a Bachelor Degree in Arts from the Mysore University. He is a senior shareholder of the board and a guiding figure for the Munoth Team. His stature in the industry and array of corporate relationships are valuable for the Company. He is the architect behind several successful finance & investment companies and has vast experience in the finance field. He is the director of the Company since 1990. He is also director of, Misrimal Navajee Estates Private Limited, Munoth Industries Limited, Munoth Bioscience Limited and South India Chemicals and Leasing Private Limited.

He has attended all the 4 board meetings held on May 29, 2024, August 13, 2024, November 13, 2024 and February 13, 2025.

As on March 31,2025, his shareholding in the Company is 6,87,100 shares and has no shares held by/for other persons on a beneficial basis.

Disclosure of relationships between directors inter-se: Mr. Lalchand Munoth is the father of Mr. Jaswant Munoth, Mr. Bharat Munoth & Mr. Vikas Munoth .

3. Brief resume of Mr. Jaswant Munoth and nature of his expertise in specific functional areas:

**Mr. Jaswant Munoth, aged 60 years (Date of Birth : 14/07/1965) is getting reappointed as Managing Director of the Company for three years liable to retire by rotation, and his appointment is subject to the approval of shareholders in the 34^th AGM and holds a Bachelor Degree in Commerce from University of Madras with a Masters Degree in Business Administration. He has extensive 36 years of experience and knowledge in the field of Capital Markets. He is the Managing Director of the company since its inception on 1990. He has managed and steered the company through the adverse market conditions prevailed in the financial sector. He heads Merchant Banking and Portfolio Management Division of the Company. Under his leadership the Merchant Banking division has Lead managed 47 IPOs. He has worked with other leading merchant Bankers in 65 other IPOs under various other capacities. He also heads Portfolio Management Services since its inception in 1999 and manages portfolio ofclients.

He is also the Managing Director of Munoth Communication Limited and director of Munoth Industries Limited, Munoth NEG Windfarm Private Limited, Misrimal Navajee Estates Private Limited, Maharana Finance & Investments P Limited, Shankeswara Finance & Investments P Limited, South India Chemicals & Leasing P Limited, Munoth Bioscience Limited, Tamilnadu Educational and Medical Foundation, Federation of JIto Chamber of Commerce and Industry and Munoth Lithium Battery Private Limited.

As on March 31, 2025, his shareholding in the Company is 836100 shares and has no shares held by/ for other persons on a beneficial basis He has attended all the 4 board meetings held on May 29, 2024, August 13, 2024, November 13, 2024 and February 13, 2025 and 4 audit committee meetings held on May 29, 2024, August 13, 2024, November 13, 2024 and February 13, 2025attended all Stakeholders Relationship committee Meetings held during the year.

Disclosure of relationships between directors inter-se: Mr. Lalchand Munoth is the father of Mr. Jaswant Munoth and Mr. Bharat Munoth & Mr. Vikas Munoth are brothers of Mr. Jaswant Munoth

4. Brief resume of Mr. Bharat Munoth and nature of his expertise in specific areas.

**Mr. Bharat Munoth is getting appointed as whole tme director for the period of 5 years, not liable to retire by rotation and his appointment is subject to the approval of shareholders in the 34^th AGM.

Mr. Bharat Munoth, aged 55 years (DOB:02/03/1970) is a commerce graduate and he has extensive knowledge and experience in the field of finance and investments. He is the director of the company since 1992.He is also the director of Munoth Communication Limited, Munoth Bioscience Limted, South India chemicals and Leasing Private Limited, Maharana Finance and Investments Private Limited and shankeswar Finance and Investments Private Limited.

As on March 31,2025, his shareholding in the Company is 7,17,900 shares and has no shares held by/ for other persons on a beneficial basis.

He has attended all the 4 board meetings held on May 29, 2024, August 13, 2024, November 13, 2024 and February 13, 2025.

Disclosure of relationships between directors inter-se: Mr. Lalchand Munoth is the father of Mr Bharat Munoth and Mr. Jaswant Munoth & Mr. Vikas Munoth are brothers of Mr. Bharat Munoth.

DECLARATION OF INDEPENDENT DIRECTORS:

The independent Directors have confirmed and declared that they are not disqualified to act as an independent Director in compliance with the provisions of Section 149 of the Companies Act., 2013.

ADEQUACY OF INTERNAL CONTROL, FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS:

The Company has in place adequate internal financial controls with reference to financial statements. During the year under review, such controls were tested and no reportable material weakness in the design or operation were observed.

STATUTORY AUDITORS :

Shareholders of the Company at the AGM held on August 18, 2022 had approved the appointment of M/ s. Kumbhat & Co., Chartered Accountants as Statutory auditors for a period of 5 years from the conclusion of 31^st AGM upto 36^th AGM to be held in 2027..

SECRETARIAL AUDIT REPORT:

A Secretarial Audit was conducted in accordance with provisions of section 204 of the Companies Act, 2013 and the Secretarial Audit Report dated 30/05/2025 given by Mr. N Selvam is attached as Annexure 3 and forms a part of the report of the Directors.

COST AUDIT:

Cost Audit is not applicable to the Company for the financial year 2024-25.

EXPLANATION/COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS.

There were no comments or observations or adverse remarks made by the Auditor or Practicing Company Secretary in their reports.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with Secretarial Standards issued by Institute of Company Secretaries of India (ICSI) as and when it was applicable.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary or Joint venture Company. The nil disclosure in Form No. AOC 1 is enclosed as Annexure 4.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

In line with the requirements of the Companies act, 2013 and equity listing Regulation, the Company has formulated a policy on Related Party transactions which is also available on Companys website at www.munothfinancial.com. The policy intends to ensure that proper reporting, approval and disclosure procedures are in place for all transactions between the Company and Related Parties.

All Related Party transactions are placed before the Audit Committee for review and approval, Prior omnibus approval is obtained for Related Party transactions on a quarterly basis for transactions which are of repetitive nature and/or entered in the Ordinary Course of Business and are at Arms Length.

The disclosures for the financial year in Form No . AOC.2, if any is enclosed as Annexure 5.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE:

There are no persons employed in the Company during the year or for part of the year who were in receipt of remuneration in excess of the limits set out in Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with in terms of provisions of Section 197(12) of the Companies Act, 2013.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) rules, 2014 are provided in the Annual Report as Annexure 6.

VIGIL MECHANISM:

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Regulation, includes an Ethics & Compliance Task Force comprising Senior Executives of the Company. The policy on vigil mechanism and whistle blower policy may be accessed on the companys website www.munothfinancial.com.

CORPORATE GOVERNANCE REPORT:

Pursuant to Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, report on Corporate Governance is not applicable to the Company for the financial year 2024-25 since the NetWorth is below 25 Crores and the Paid up Capital of the Company is less than 10 Crores.

STOCK EXCHANGES:

The Companys shares are listed on BSE.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct as per the Guidelines issued by the Securities and Exchange Board of India for prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Board of Directors and the designated employees have confirmed compliance with the code.

GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review.

1. Issue of equity shares with differential rights as to dividend, voting or otherwise

2. Issue of shares (including sweat equity shares) to employees of the company and ESOS under any scheme

3. The company does not have any subsidiaries and hence the disclosure stating that the Managing Director/whole Time Director of the Company not receiving any remuneration or commission for subsidiary is not applicable.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

5. There were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENTS:

Your Directors would like to express their gratitude to the Shareholders, vendors, bankers and customers for their support and co-operation. They wish to thank all the employees of the Company for their sincere and dedicated services.

	For and on behalf of the Board of Directors
Place: Chennai	-sd-	sd-
Date: 30-05-2025**	Jaswant Munoth	Vikas Munoth
	Managing Director	Whole Time Director
	DIN :00769545	DIN :00769366

(** This report was modified and taken for Board approval on 29/08/2025).